Twentyfour Inc Regulatory News (TFIF)

TwentyFour Income Fund Limited(a closed-ended investment company incorporated in Guernsey with registration number 56128)

LEI Number: 549300CCEV00IH2SU369(The “Company”)

14 OCTOBER 2022

RESULT OF ANNUAL GENERAL MEETING

At the Annual General Meeting of the Company held today, all Resolutions set out in the Annual General Meeting Notice sent to Shareholders dated 15 September 2022 were duly passed.

Details of the proxy voting results which should be read along side the Notice are noted below:

Ordinary Resolution	For	Discretion (voted in favour)	Against	Abstain
1	350,647,211	0	20,159	15,467
2	346,616,286	0	4,029,453	37,098
3	350,381,463	0	124,704	176,670
4	346,537,605	0	4,100,478	44,754
5	350,572,761	0	66,772	43,304
6	347,065,004	0	3,461,373	156,460
7	347,188,870	0	3,337,507	156,460
8	347,198,595	0	3,327,782	156,460
9	347,178,476	0	3,347,901	156,460
10	350,495,562	0	30,815	156,460
11	346,615,528	0	4,052,783	14,526
12	350,628,161	0	38,150	16,526
13	350,598,257	0	45,482	39,098
Extraordinary Resolution	For	Discretion (voted in favour)	Against	Abstain
14	350,442,254	0	200,544	40,039
15	290,757,166	0	9,119,866	50,805,805
Special Resolution	For	Discretion (voted in favour)	Against	Abstain
16	295,644,932	0	4,072,384	50,965,521

Note - A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution. 

The Extraordinary and Special Resolutions were as follows:

 

Extraordinary Resolution 14

That, in substitution of all existing powers (but in addition to any power conferred on them by ordinary resolutions 12 and 13 above), the Directors be and are authorised generally and unconditionally in accordance with Article 6.7 of the Articles to exercise all powers of the Company to issue equity securities (as defined in Article 6.1.1(a)) for cash as if the members’ pre-emption rights contained in Article 6.2 of the Articles did not apply to any such issue pursuant to the general authority conferred on them by the ordinary resolutions 12 and 13 above (as varied from time to time by the Company in general meeting):

pursuant to an offer of equity securities open for acceptance for a period fixed by the Directors where the equity securities respectively attributable to the interests of holders of Ordinary Shares are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held by them but subject to such exclusions or other arrangements in connection with the issue as the Directors may consider necessary, appropriate or expedient to deal with equity securities representing fractional entitlements or to deal with legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange, or any other matter whatsoever; and provided that (otherwise than pursuant to sub-paragraph (a) above) this power shall be limited to the allotment of equity securities up to an aggregate nominal value equal to 10 per cent. of the total number of shares in issue in the Company at the date of the passing of this extraordinary resolution, and provided further that (i) the number of equity securities to which this power applies shall be reduced from time to time by the number of treasury shares which are sold pursuant to any power conferred on the Directors by ordinary resolution 10 above and (ii) no issue of equity securities shall be made under this power which would result in Ordinary Shares being issued at a price which is less than the net asset value per Ordinary Share as at the latest practicable date before such allotment of equity securities as determined by the Directors in their reasonable discretion, and such power hereby conferred shall expire on whichever is the earlier of: (i) the conclusion of the annual general meeting of the Company to be held in 2023; or (ii) the date 15 months after the date on which this extraordinary resolution is passed (unless renewed, varied or revoked by the Company prior to that date) save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be issued after such expiry and the Directors may issue equity securities in pursuance to such offers or agreements as if the authority conferred hereby had not expired.

Extraordinary Resolution 15

That, conditional on extraordinary resolution 14 above having been passed, in substitution of all existing powers (but in addition to any power conferred on them by ordinary resolutions 12 and 13 and in addition to and without prejudice to the power granted by extraordinary resolution 14 above), the Directors be and are authorised generally and unconditionally in accordance with Article 6.7 of the Articles to exercise all powers of the Company to issue equity securities (as defined in Article 6.1.1(a)) for cash as if the members’ pre-emption rights contained in Article 6.2 of the Articles did not apply to any such issue pursuant to the general authority conferred on them by the ordinary resolutions 12 and 13 above (as varied from time to time by the Company in general meeting):

pursuant to an offer of equity securities open for acceptance for a period fixed by the Directors where the equity securities respectively attributable to the interests of holders of Ordinary Shares are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held by them but subject to such exclusions or other arrangements in connection with the issue as the Directors may consider necessary, appropriate or expedient to deal with equity securities representing fractional entitlements or to deal with legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange, or any other matter whatsoever; and provided that (otherwise than pursuant to sub-paragraph (a) above) this power shall be limited to the allotment of equity securities up to an aggregate nominal value equal to 10 per cent. of the total number of shares in issue in the Company at the date of the passing of this extraordinary resolution, and provided further that no issue of equity securities shall be made under this power which would result in Ordinary Shares being issued at a price which is less than the net asset value per Ordinary Share as at the latest practicable date before such allotment of equity securities as determined by the Directors in their reasonable discretion, and such power hereby conferred shall expire on whichever is the earlier of: (i) the conclusion of the annual general meeting of the Company to be held in 2023; or (ii) the date 15 months after the date on which this extraordinary resolution is passed (unless renewed, varied or revoked by the Company prior to that date) save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be issued after such expiry and the Directors may issue equity securities in pursuance to such offers or agreements as if the authority conferred hereby had not expired.

Special Resolution 16

That Article 24.2 of the Articles of Incorporation be amended as below:

“The Directors (other than any alternate Directors) shall be entitled to receive by way of fees for their services as Directors such sum as the Board may from time to time determine provided that the aggregate amount of such fees (including fees, if any, due to the Directors for attendance at meetings of any committee of the Board) for all the Board collectively shall not exceed £400,000 in any financial year in aggregate, or such higher sum as may be determined from time to time by Ordinary Resolution of the Company.” 

Enquiries:Northern Trust International Fund Administration Services (Guernsey) LimitedThe Company SecretaryTrafalgar CourtLes BanquesSt Peter PortGuernseyGY1 3QL

Tel: 01481 745001

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